fox-20250925

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

(Amendment No. )

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Fox Corporation

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			2025 Notice of Annual Meeting of Stockholders and Proxy Statement

November 14, 2025 at 10:00 a.m. (Pacific Standard Time)

Virtual Meeting Site: www.virtualshareholdermeeting.com/FOX2025

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						Fox Corporation 1211 Avenue of the Americas New York, New York 10036 (212) 852-7000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 14, 2025, 10:00 a.m. (Pacific Standard Time)

Dear Stockholder:

The Annual Meeting of Stockholders of Fox Corporation (the “Company”) will be held on November 14, 2025 at 10:00 a.m. (Pacific Standard Time) exclusively via live webcast at www.virtualshareholdermeeting.com/FOX2025.

At the virtual Annual Meeting, the Company’s stockholders will be asked to:

•elect the seven Director nominees identified in this proxy statement to the Company’s Board of Directors;

•ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026;

•approve, on an advisory basis, named executive officer compensation;

•approve, on an advisory basis, the frequency of future advisory votes to approve named executive officer compensation; and

•vote on two shareholder proposals, if properly presented at the Annual Meeting.

We will also consider any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Company’s proxy statement.

Participating in the Annual Meeting

All holders of the Company’s common stock as of the Record Date are invited to virtually attend and ask questions at the Annual Meeting. To participate, you will need the unique control number that was included in your proxy materials. If your shares of common stock are held in ‘‘street name,’’ meaning your shares are held in a brokerage account or by a bank or other nominee, and your proxy materials do not include a control number, you should contact the broker, bank or other nominee that holds your shares with any questions about obtaining a control number. Class B Common Stockholders may also vote at the Annual Meeting by following the instructions provided on the meeting website during the Annual Meeting. There will be no physical location for the Annual Meeting this year, and you will not be able to attend the Annual Meeting in person. For more information, please see the section of the proxy statement titled "Information About the Annual Meeting — Participating in the Annual Meeting."

Eligibility to Vote

While all of the Company’s stockholders are invited to virtually attend and ask questions at the Annual Meeting, only stockholders of record of the Company’s Class B Common Stock (“Class B Common Stock”) at the close of business on September 22, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of the Company’s Class A Common Stock are not entitled to notice and to vote on the matters to be presented at the Annual Meeting or any adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT

Even if you plan to participate in the Annual Meeting virtually, we encourage you to vote and submit your proxy in advance by:

visiting www.proxyvote.com

returning your signed proxy card or voting instruction form

calling 1-800-690-6903 toll-free from the United States, U.S. territories and Canada

Advance voting deadlines are noted in the section of the proxy statement titled “Information About the Annual Meeting — Voting and Submission of Proxies.”

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			Important Information for Holders of Class B Common Stock It is important that your shares of Class B Common Stock be represented and voted at the Annual Meeting. If you are a holder of shares of Class B Common Stock, you may submit a proxy for those shares by telephone or the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials, or if you requested a paper proxy card, you may submit your proxy by mail if you prefer. Please review the instructions on the proxy card or the information forwarded by your broker, bank or other nominee regarding the voting instructions. You may also vote your shares of Class B Common Stock at the Annual Meeting (even if you previously submitted a proxy) by following the instructions provided on the meeting website during the Annual Meeting. For more information, please see the section of the proxy statement titled "Information About the Annual Meeting — Voting and Submission of Proxies." Whether or not you plan to attend the virtual Annual Meeting, we urge you to submit a proxy for your shares of Class B Common Stock by telephone or the Internet or, if you requested a paper proxy card, by completing and returning the proxy card as promptly as possible prior to the Annual Meeting to ensure that your shares will be represented at the Annual Meeting.


Technical Assistance during the Annual Meeting If you encounter any difficulties accessing the virtual Annual Meeting webcast, please call the technical support number that will be posted on the Annual Meeting Website log-in page beginning at 9:45 a.m. (Pacific Standard Time) on November 14, 2025. You may vote your shares before the Annual Meeting by following the instructions described in the section of the proxy statement titled "Information About the Annual Meeting — Voting and Submission of Proxies." You do not need to access the Annual Meeting webcast to vote if you submitted your vote via proxy in advance of the Annual Meeting.

If you would like to register to receive materials relating to next year’s annual meeting of stockholders electronically instead of by mail, please select the “Electronic Delivery” link in the “Resources” section of the Company’s website at investor.foxcorporation.com. We highly recommend that you consider electronic delivery of these documents as it reduces the amount of paper used and mailed to your home.




			Laura A. Cleveland Senior Vice President and Corporate Secretary New York, New York September 25, 2025

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YOUR VOTE IS IMPORTANT

REGARDLESS OF HOW MANY SHARES OF CLASS B COMMON STOCK YOU OWN AS OF THE RECORD DATE, PLEASE SUBMIT A PROXY FOR YOUR SHARES BY TELEPHONE OR INTERNET OR, IF YOU HAVE REQUESTED A PAPER PROXY CARD, BY COMPLETING, SIGNING AND DATING THE PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, THE COMPANY ASKS YOUR COOPERATION IN PROMPTLY SUBMITTING YOUR PROXY BY TELEPHONE, INTERNET OR PROXY CARD.

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TABLE OF CONTENTS


EXECUTIVE SUMMARY						1
PROPOSAL NO. 1: ELECTION OF DIRECTORS						5
Corporate Governance						7
Corporate Culture and Social Responsibility						14
PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						15
Report of the Audit Committee						16
Certain Relationships and Related P erson Transactions						18
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION						19
COMPENSATION DISCUSSION AND ANALYSIS						20
Named Executive Officers						20
Compensation Design Principles						20
Fiscal 2025 Business and Management Review						22
Use of Information on Peer Companies and Industry Trends						23
Elements of Compensation						23
Framework for Fiscal 2026 Long-Term Equity-Based Incentive Awards						30
Employment Arrangements, Severance and Change in Control Arrangements						30
Engagement with Stockholders and Compensation Committee’s Annual Review of its Compensation Practices						31
Recoupment of Previously Paid Named Executive Officer Compensation						31
Prohibition on Hedging and Pledging of FOX Stock						31
Executive Stock Ownership Guidelines						32
Role of Compensation Consultant						32
Compensation Deductibility Policy						32
COMPENSATION COMMITTEE REPORT						33
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION						33
RISKS RELATED TO COMPENSATION POLICIES AND PRACTICES						33
EXECUTIVE COMPENSATION						34
Summary Compensation Table for the Fiscal Year Ended June 30, 2025						34
Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2025						35
Employment Arrangements						36
Outstanding Equity Awards at June 30, 2025						37
Stock Vested and Option Exercises During the Fiscal Year Ended June 30, 2025						38
Pension Benefits as of June 30, 2025						39
Potential Payments Upon Termination						40
CEO Pay Ratio						41
Policies and Practices Related to the Timing of Grants of Certain Equity Awards						42
Pay Versus Performance						43
NON-EXECUTIVE DIRECTOR COMPENSATION						46
Board and Committee Retainers for the Fiscal Year Ended June 30, 2025						46
Director Compensation for the Fiscal Year Ended June 30, 2025						46
Non-Executive Director Stock Ownership Guidelines						47
EQUITY COMPENSATION PLAN INFORMATION						48


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EXECUTIVE OFFICERS OF FOX CORPORATION						49
SECURITY OWNERSHIP OF FOX CORPORATION						50
PROPOSAL NO. 4: ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION						52
PROPOSAL NO. 5 : IMPROVE EXECUTIVE COMPENSATION PROGRAM						53
PROPOSAL NO . 6: S IMPLE MAJORITY VOTE						55
INFORMATION ABOUT THE ANNUAL MEETING						57
ANNUAL REPORT ON FORM 10-K						62
202 6 ANNUAL MEETING OF STOCKHOLDERS						62
OTHER MATTERS						62


			2025 Proxy Statement			ii

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This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical or current fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements may include, among others, the words “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words. Although the Company’s management believes that the expectations reflected in any of the Company’s forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties. Important factors that could cause the Company’s actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’s forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions. For more detailed information about these factors, see Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Caution Concerning Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Forward-looking statements in this proxy statement speak only as of the date hereof. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement made herein or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in our expectations, except as required by law.

We are providing our website address in this proxy statement solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents of the website, including any reports that are noted in this proxy statement as being posted on the website, into this proxy statement or into any of our other filings with the Securities and Exchange Commission (“SEC”).


iii						2025 Proxy Statement

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EXECUTIVE SUMMARY

This proxy statement is first being made available to stockholders on or about September 25, 2025 in connection with the solicitation by the Board of Directors (the “Board”) of Fox Corporation of proxies for use at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Except as otherwise indicated or where the context otherwise requires, in this proxy statement, “FOX,” the “Company,” “we,” “us” and “our” refer to Fox Corporation; “you,” “your,” “yours” and other words of similar import refer to holders of Class B Common Stock; and “fiscal” refers to the applicable fiscal year ended June 30.

We provide below highlights of certain information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider before you decide how to vote. You should read the entire proxy statement carefully before voting.


2025 Annual Meeting of Stockholders


Date and Time:			November 14, 2025 at 10:00 a.m. (Pacific Standard Time)
Virtual Meeting Location:			The Annual Meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/FOX2025. For further information about participating in the Annual Meeting please see “Information About the Annual Meeting — Participating in the Annual Meeting.”
Record Date:			September 22, 2025
Voting:			Holders of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), are entitled to one vote per share on all matters to be presented at the Annual Meeting and may vote on the Internet at www.proxyvote.com, by telephone at 1-800-690-6903 or by completing and returning their proxy card or voting instruction form by 11:59 p.m. (Eastern Standard Time) on November 13, 2025; or by participating in the Annual Meeting at www.virtualshareholdermeeting.com/FOX2025. Holders of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), are not entitled to vote on the matters to be presented at the Annual Meeting. The Class A Common Stock and Class B Common Stock are referred to collectively in this proxy statement as the “Common Stock.”


Meeting Agenda Items


Proposal	Page Number	Voting Standard	Board Vote Recommendation
Management Proposals
Proposal No. 1: Election of Directors	5	Majority of votes cast	FOR each Director nominee
Proposal No. 2: Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year Ending June 30, 2026	15	Majority of votes cast	FOR
Proposal No. 3: Advisory Vote to Approve Named Executive Officer Compensation	19	Majority of votes cast	FOR
Proposal No. 4: Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation	52	Plurality of votes cast	"1 YEAR"
Proposal No. 5: Improve Executive Compensation Program	53	Majority of votes cast	AGAINST
Proposal No. 6: Simple Majority Vote	55	Majority of votes cast	AGAINST


Board Nominees

Director Nominee

Director
Since

Independent

Committee Memberships

NCG

Lachlan K. Murdoch

2019

Tony Abbott AC

2023

✓

William A. Burck

2021

✓

Chair

✓

Chase Carey

2019

✓

Roland A. Hernandez

2019

✓

Chair

✓

Margaret “Peggy” L. Johnson

2023

✓

Paul D. Ryan

2019

✓

Chair

A = Audit Committee C = Compensation Committee NCG = Nominating and Corporate Governance Committee


						2025 Proxy Statement			1

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Board Skills, Independence and Age

Our Board is comprised of seven highly skilled directors, six of whom are independent, who bring a diverse range of skills and experiences to the Board’s oversight role. The following table summarizes the key skills and experiences the Board considers important in its decision to nominate or re-nominate individuals to the Board. Additional details about each individual Director nominee’s experiences and qualifications are presented in his or her biography.

Executive
Management
Experience

Public
Company
Board
Experience

Media
Industry
Experience

Finance
&
Accounting

Corporate
Strategy

Technology

Risk
Management &
ESG

Business
Development,
M&A &
Capital
Markets

Government &
Public
Policy

Non-Profit,
Education &
Philanthropic
Experience

Directors:

Lachlan Murdoch

✓

Tony Abbott

✓

William A. Burck

✓

Chase Carey

✓

Roland A. Hernandez

✓

Margaret “Peggy” L. Johnson

✓

Paul D. Ryan

✓


85.7% Independent


Average: 62 years


Fiscal 2025 Business Highlights

FOX once again delivered strong operational and financial results in fiscal 2025, including record annual revenue, Adjusted EBITDA and Free Cash Flow. The Company focuses on producing and distributing quality news, sports and entertainment content that engages and informs audiences and deepens consumer relationships through its iconic brands, including FOX News Media, FOX Sports, Tubi Media Group, FOX Entertainment and FOX Television Stations. FOX also continued to focus on its long-term growth in fiscal 2025, investing in organic initiatives, while delivering meaningful returns of capital to stockholders.

During the fiscal year, FOX continued to reach and, in some cases, exceed its strategic goals, all pursuant to its fundamental priorities of delivering quality live and on-demand programming to large and engaged audiences, securing value for its market-leading brands and content and positioning itself for long-term growth. Fiscal 2025 highlights include:

•FOX News finished fiscal 2025 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the tenth consecutive year. For the fiscal year, FOX News delivered primetime total viewership that exceeded the combined viewership of other cable news channels, delivered ratings that were comparable to ratings delivered by the four broadcast networks in weekday primetime viewing, and was the #1 rated news network among all major political parties among adults 25-54. FOX Business finished as the most-watched business network among total business day viewers during fiscal 2025. Additionally, FOX News Media continued to enhance its digital footprint through the FOX Nation subscription video-on-demand (“SVOD”) service, which grew subscribers by over 34% compared to the prior year, and the FOX Weather free advertising-supported streaming television (“FAST”) service, which doubled its total view time (the total number of hours watched) compared to the prior year. FOX News Digital remained the most-engaged brand in digital news, leading in total views, minutes spent and social interactions in fiscal 2025.


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•FOX Sports was the industry leader in live events during the fiscal year with over 250 billion minutes of live sports event viewing on the FOX Network. During the fiscal year, the NFL regular season on FOX averaged over 18 million viewers, while the three NFC postseason games on FOX averaged over 38 million viewers, and Super Bowl LIX averaged nearly 128 million viewers across all platforms, making it the most-watched telecast in U.S. history. FOX’s America’s Game of the Week ranked as the #2 program on television among total viewers. The 2024 World Series on FOX averaged over 15 million viewers, the most watched World Series in seven years. In college football, the Michigan versus Ohio State game continues to stand as FOX’s most-watched regular season college football game. FOX’s inaugural broadcast of the Indy 500 drew over 7 million viewers, the highest for the race in 17 years. FOX’s Summer of Soccer featuring UEFA EURO 2024 and CONMEBOL Copa América 2024 was the most watched in U.S. English language TV history. Additionally, FOX aired the most-watched regular season women’s college basketball game on any network in the 2024-2025 season.

•In fiscal 2025, Tubi delivered record revenues, which grew 29% compared to the prior fiscal year and exceeded $1 billion for the first time. Total view time reached approximately 11 billion hours over the course of fiscal 2025, a record and an increase of 13% compared to the prior fiscal year. According to Nielsen’s The Gauge, Tubi finished the fiscal year among the most-watched free ad-supported streaming services in the U.S., reaching approximately 2.2% of all television viewing. Tubi partnered with FOX Sports to simulcast Super Bowl LIX, which averaged nearly 14 million Tubi viewers, setting a record for Super Bowl streaming viewership while peaking at 15.5 million concurrent streaming viewers. Tubi expanded its content offerings to nearly 300,000 movies and television episodes, including the premiere of over 70 new original titles throughout the fiscal year. Tubi also grew its linear streaming offerings to supplement its on-demand service with the launch of 40 sports, entertainment and local news channels to bring its total offering to over 320 channels as of the end of fiscal 2025.

•FOX Entertainment remained a leader in programming during the 2024-2025 broadcast season. In the key Adults 18-49 demographic, the FOX Network also featured the season’s #1 comedy program Universal Basic Guys, #1 unscripted debut Extracted, #1 game show The Floor, and television’s three highest-rated and most watched cooking shows with Gordon Ramsay’s Next Level Chef, Hell’s Kitchen and Kitchen Nightmares. The premiere of FOX Entertainment’s new hit medical drama Doc delivered 18 million viewers across platforms, ranking it as FOX Entertainment’s most-watched debut in five years. In addition, FOX Entertainment Studios produced or co-produced original content for third parties, including many of the leading SVOD services (Netflix, Amazon Prime Video, Hulu and Apple TV+).

•FOX Television Stations remains a leader in local news coverage, producing over 1,350 hours of local news coverage each week across 18 markets, including 14 of the top 15 Nielsen-designated market areas (“DMAs”). In fiscal 2025, FOX Television Stations achieved record political advertising revenues from the 2024 presidential election cycle. During the fiscal year, FOX Television Stations grew and enhanced its digital offerings through the continued rollout of local news content on connected televisions and FAST services in a number of markets as well as the expansion and success of the FOX Local Extension (FLX) digital advertising platform. FOX Television Stations’ total view time through connected televisions for the fiscal year grew 90% compared to the prior fiscal year and LiveNOW from FOX grew approximately 200% compared to the prior fiscal year. These initiatives led to Fox Television Stations digital advertising revenue growth of 29% as compared to the prior fiscal year.

•The Company generated healthy affiliate fee revenue growth of 5% due to higher average rates per subscriber and fees received from television stations that are affiliated with the FOX Network. Additionally, the Company’s key networks continue to be distributed on all major traditional and virtual multi-channel video programming distributor (“MVPD”) services, reflecting the highly coveted nature of the Company’s content.

•The Company generated robust advertising revenue growth of 26% as its portfolio of leading live news and sports brands continued to deliver engaged, real-time audiences at scale. During the fiscal year, the Company saw record revenues from both the U.S. presidential election cycle and the broadcast of Super Bowl LIX.

•The Company ended the fiscal year with approximately $5.4 billion of cash and cash equivalents on its balance sheet while returning approximately $1.25 billion of capital to its stockholders through the Company’s cash dividend and its stock repurchase program and retiring $600 million of debt in fiscal 2025. As of June 30, 2025, the Company has repurchased approximately $6.6 billion (approximately 190 million shares) under the stock repurchase program since the program’s launch in November 2019, with approximately $1 billion repurchased during fiscal 2025.

•FOX continues to broaden and deepen its corporate social responsibility efforts, with a focus on local community engagement. Our recent environmental, social and governance achievements are highlighted in FOX’s annual Corporate Social Responsibility Report, published in August 2025.


Corporate Governance

The Board has adopted a Statement of Corporate Governance that, in conjunction with the Company’s Amended and Restated Certificate of Incorporation, Amended and Restated By-Laws (the “By-laws”), other corporate governance documents and all applicable laws, provides a framework within which the Board may conduct its business and provides the appropriate oversight of management. Highlights of the Board’s approach to corporate governance include:

•Director Accountability. Each member of the Board (“Director”) is elected annually with a majority vote standard in uncontested elections, which includes a Director resignation policy as set forth in the Statement of Corporate Governance.

•Independent Board Oversight. As outlined in the Statement of Corporate Governance, the independent Directors of the Board annually elect a Lead Independent Director who has substantive responsibilities and significant authority including over meeting schedules, agendas and information sent to the Board. The Board holds regular executive sessions of the independent Directors without management present and the Lead Independent Director presides over such sessions.


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•Independent Board Committees. Only independent Directors serve on the Board’s key committees.

•Dual-Class Capital Structure. The Nominating and Corporate Governance Committee continues to consider the benefits and considerations of multi-class capital structures, including their effects on economic performance and investment in innovation, and the protections that such structures allow media companies to pursue independent journalism, and it continues to believe that a dual-class capital structure remains appropriate and in the best long-term interests of our stockholders.

•Board Oversight of Risk. The Board oversees the identification, monitoring and management of the Company’s risks and, with or through its committees as appropriate, regularly receives periodic updates from, and discusses with, senior management risks the Company faces, including operational, strategic, legal and regulatory, financial, reputational and sustainability and corporate social responsibility risks, and the plans to address them. The independent Directors also discuss the Company’s significant risks when they meet in executive session without management. In addition, each of the Board’s committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee by providing guidance and reports to the full Board with respect to these risks as appropriate.

•Stock Ownership Requirements. The Compensation Committee maintains stock ownership guidelines for our named executive officers and non-executive Directors to ensure the close alignment of their interests with those of other long-term stockholders.

•Prohibition on Hedging and Pledging. To further align interests and protect against unnecessary risk-taking, the Board has adopted a policy that prohibits all Directors and employees, including our named executive officers, from hedging and pledging Company securities and other actions as described in the section titled “Corporate Governance” below.

•Insider Trading Policy. The Company maintains a policy governing the purchase, sale, and other transactions in the Company’s securities, which applies to the members of the Board, director emeriti and employees, as well as certain family members and controlled entities. The policy also addresses Company repurchases of its own securities, including through stock repurchase programs authorized by the Board. For more information, please refer to the section titled “Corporate Governance” below.


Executive Compensation

The Company has established a compensation program that seeks to closely align the interests of its named executive officers with the interests of its stockholders.

•The Company’s executive compensation program is designed to attract, retain and motivate top executive talent, drive performance without encouraging unnecessary or excessive risk-taking and support both short-term and long-term value creation for stockholders.

•The Company’s annual bonus program and long-term equity-based program under the Fox Corporation 2019 Shareholder Alignment Plan (the “2019 SAP”) for its named executive officers rely on a number of diversified performance metrics. Collectively, the annual bonus program and equity-based awards granted under the 2019 SAP result in a significant portion of each named executive officer’s total compensation opportunity being dependent upon achievement of targeted levels of financial performance, stock price appreciation, relative total shareholder returns and individual and group contributions.

•The Company has strong governance policies related to executive compensation. The Compensation Committee is comprised entirely of independent Directors. In addition, the Company’s named executive officer compensation programs include risk mitigation features, such as Compensation Committee discretion and oversight, a balance of annual and long-term incentives, the use of multiple performance metrics and performance measurement periods, award opportunities that are fixed or capped and recoupment provisions for performance-based compensation. The Compensation Committee annually oversees an assessment of risks related to compensation policies and practices and considers the input of its independent compensation consultant regarding our named executive officer and non-executive Director compensation practices and framework.

•As described above, the Compensation Committee maintains stock ownership guidelines that apply to the Company’s named executive officers, and the Company prohibits hedging and pledging of the Company’s securities by all Directors and employees, including the named executive officers.

•To comply with the clawback rules under the Exchange Act and the associated SEC rules and Nasdaq listing standards, the Board maintains the Fox Corporation Clawback Policy (the “Clawback Policy”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation (if any) from current and former executive officers of the Company (“Covered Officers”) in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. In addition, the Clawback Policy goes beyond the SEC rules and Nasdaq listing standards and provides the Compensation Committee with the discretion to require reimbursement of all or any portion of any bonus paid to the Covered Officers with respect to the period in which the executive engaged in harassment, discrimination and/or retaliation, including the failure to respond to allegations or complaints of such behaviors.

The “Compensation Discussion and Analysis” begins on page 20 and the “Executive Compensation” section, which includes the fiscal year ended June 30, 2025 Summary Compensation Table and other related tables and disclosure, begins on page 34.


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SEC Form DEF 14A filed by Fox Corporation